The proportion of Veterans over age 65 has risen from 11% to 26% from 1980 to 1990, and is estimated to rise to over 50% by 2030 (Hisnanik, 1994). Due to the growing number of older Veterans, health issues specific to the aging Veteran population is a primary concern for the Veterans Health Administration. Fear of developing dementia is common among older adults (Commisseris, Ponds, & Jollees, 1998; Corner & Bond, 2004) and minor memory lapses that were previously of little concern may be misinterpreted as signaling the beginning stages of dementia (Commissaris et al., 1994). Although normal cognitive aging is not the same as pathological aging, the impact of normal age-related changes warrants intervention since it can cause emotional distress and functional difficulties impacting occupational, recreational, and social pursuits (Royall et al., 2004, 2005; Dodge et al., 2008) and subjective cognitive impairment, defined as a noticed cognitive change without objective evidence of decline on neuropsychological testing may be the earliest precursor for dementia (Reisberg, et al., 2010). While cognitive changes can be expected as we age, there is a growing body of literature demonstrating that modifiable lifestyle factors can influence functional ability and quality of lif as one ages (Depp, Vahia, & Jeste, 2010; LaRue, 2010). In addition, cognitive training may result in improvements in cognition and functioning in older adults (Unverzagt et al., 2009; Papp et al., 2009; Lustig et al., 2009). Unfortunately, many older adults lack knowledge about cognitive aging and the factors that contribute to successful cognitive aging, which limits their ability to make changes that can improve the odds of successful cognitive aging (Anderson et al., 2009). The need to disseminate information related to brain health has recently been recognized by key agencies involved in promoting the welfare of older adults, including the National Institutes of Neurological Disorders and Stroke, Mental Health, and Aging (the Cognitive and Emotional Health Project; Hendrie et al., 2006) as well as the Centers for Disease Control and Prevention and the Alzheimer's Association (the Healthy Brain Initiative; 2007). The current study builds upon previous work on cognitive intervention in older adults by investigating a multi-component intervention which includes psychoeducation about cognitive aging, presentation of lifestyle factors that contribute to successful cognitive aging, and broad cognitiv skills training. Using a randomized controlled trial design, 72 Veterans will be assigned to either the intervention group (36) or a no treatment control group (36). Veterans will undergo baseline assessment, which will be used for comparison immediately following the intervention and at 3 and 6 month follow- up. Outcomes include knowledge of cognitive aging, measures of psychological wellness, and indicators of cognitive and functional ability.